Obesity continues to be a major challenge for medical management. Traditional treatment aimed at improving health has focused on energy/dietary restriction along with lifestyle modification. This cannot be the optimal treatment for all obese people, as obesity has wide ranging etiology, not all of which is addressed by the above treatment. Restrained eaters are individuals who are chronically concerned about their weight ant attempt to control or reduce it by limiting their energy intake. We propose that restrained eaters have low potential for success via energy/dietary restriction, and thus may be better served by a novel treatment oriented toward reducing their restrained eating and improving other health habits. An increasing number of practioners are utilizing this "non-diet" approach with restrained eaters. There are insufficient data to establish whether it is preferable to a conventional behavioral energy restriction intervention. Thus, we will test 30-45, body mass indices (BMI) 30-45, will be stratified based on activity level, degree of dietary restraint, degrees of flexible and rigid control of eating, BMI, and age. Fifty percent will be assigned to a non-restrictive treatment program oriented toward reducing their restrained eating (encouraging eating in response to physiologic cues, i.e., hunger and satiety), and 50% will be assigned to a control group, a conventional behavioral energy restriction weight loss program. Both groups will meet weekly for six months, followed by a monthly after-care program lasting one year. We hypothesize that on a long-term basis (12 months, 18 months), improvements in self-esteem and depression will be greater in the non- diet group compared to the weight loss group. We will also monitor body image, eating disorder data with respect to: 1) metabolic fitness (blood pressure; lipoproteins-total cholesterol, low density lipoprotein cholesterol, high density lipoprotein cholesterol; markers of insulin sensitivity-glucose, insulin; percent body fat and intra-abdominal fat by dual-energy x-ray absorptiometry (DXA); 2) physical activity (amount of physical activity; resting heart rate; daily energy expenditure); and 3) eating behavior (quality of diet; degree of restrictive eating; plasma leptin). These pilot data will provide a basis for future studies. The team assembled is experienced in running clinical studies including the use of proposed questionnaires and all assays and techniques. A manual of procedures will be generated to assist others in replicating the intervention.